Exhibit 10.5


  





 



 


 


 


 


 


AMENDED
AND RESTATED SUPPLY AGREEMENT


 


dated as
of November 13, 2018


 


between


 


GENERAL
ELECTRIC COMPANY


 


and


 


BAKER
HUGHES, A GE COMPANY, LLC


 


 


 


 


 


 


 








 



 



     


     


    






TABLE
OF CONTENTS 


 


Page


 





	Article I DEFINITIONS 	5
	Section 1.01	Certain Defined Terms	5
	 	 	 
	Article II Term and Termination 	8
	Section 2.01	Term	8
	Section 2.02	Seller’s Obligations on Termination of this Supply Agreement	8
	 	 	 
	Article III Scope 	8
	Section 3.01	Scope	8
	 	 	 
	Article IV Purchase And Supply of Seller Goods 	9
	Section 4.01	Purchasing Commitment	9
	Section 4.02	Supplying Commitment	9
	 	 	 
	Article V Purchase Orders 	9
	Section 5.01	Outstanding POs at Closing	9
	Section 5.02	PO Contents	10
	Section 5.03	Modifications and Scheduling POs	10
	Section 5.04	Acceptance of POs	11
	 	 	 
	Article VI Terms & Conditions of Purchase 	11
	Section 6.01	Terms & Conditions of Purchase	11
	 	 	 
	Article VII Allocation of Liability 	12
	Section 7.01	Limitation of Liability	12
	 	 	 
	Article VIII Pricing, Payment Terms and Invoicing 	12
	Section 8.01	Pricing and Payment Terms	12
	Section 8.02	Invoicing	12
	Section 8.03	Taxes	12
	 	 	 
	Article IX GENERAL PROVISIONS 	13
	Section 9.01	Authority	13
	Section 9.02	Notices	13
	Section 9.03	Entire Agreement, Waiver and Modification	14
	Section 9.04	No Third-Party Beneficiaries	14
	Section 9.05	Compliance with Laws and Regulations	14
	Section 9.06	Governing Law; Dispute Resolution	14
	Section 9.07	Confidentiality	15
	Section 9.08	Counterparts; Electronic Transmission of Signatures	16
	Section 9.09	Survival	16



 






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	Section 9.10	Assignment	16
	Section 9.11	Rules of Construction	16
	Section 9.12	Non-Recourse	17
	Section 9.13	Audit	17
	Section 9.14	Independent Contractors	17


 


APPENDICES


 


	APPENDIX 1	Seller Goods & Pricing Schedule	 
	APPENDIX 2	Seller Standard Terms	 
	APPENDIX 3	Seller’s Software License	 
	APPENDIX 4	Integrity Guide for Suppliers, Contractors and Consultants and
    other requirements from the GE Supplier website	 
	APPENDIX 5	Outstanding POs at Closing	 
	APPENDIX 6	Certain Terms Governing Controls Seller Goods	 



 


 



    Page 3 


     


    

SUPPLY
AGREEMENT


 


This
Amended and Restated Supply Agreement, dated as of November 13, 2018 (as amended, modified or supplemented from time to time in
accordance with its terms, this “Supply Agreement”), is made by and between General Electric Company, a New
York corporation (“GE” or “Seller”), on behalf of itself and the legal entities operating
on its behalf, and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGELLC” or “Buyer”),
on behalf of itself and the legal entities operating on its behalf (each a “Party”, and collectively, the “Parties”).


 


RECITALS


 


WHEREAS,
pursuant to that certain Transaction Agreement and Plan of Merger, dated as of October 30, 2016, among GE, Baker Hughes Incorporated,
a Delaware corporation (“BHI”), Baker Hughes, a GE company (formerly known as Bear Newco, Inc.), a Delaware
corporation (“Baker Hughes”), and Bear MergerSub, Inc., a Delaware corporation (“Merger Sub”),
as amended by the Amendment to the Transaction Agreement and Plan of Merger, dated as of March 27, 2017, among GE, BHI, Baker
Hughes, Merger Sub, BHI Newco, Inc., a Delaware corporation, and Bear MergerSub 2, Inc., a Delaware corporation (as may be further
amended from time to time, the “Transaction Agreement”), GE and BHI have combined GE’s oil and gas business
(“GE O&G”) with BHI to create Baker Hughes;


 


WHEREAS,
pursuant to the Transaction Agreement, upon closing of the transaction, Baker Hughes began to operate as a public company traded
on the New York Stock Exchange with approximately 62.5% of the voting stock owned by GE and approximately 37.5% of the voting
stock owned by public shareholders;


 


WHEREAS,
Buyer and Seller entered into a Supply Agreement, dated as of July 3, 2017 (the “Original Agreement” and the
“Original Effective Date”, respectively), under which Buyer agreed to license software or purchase from Seller
certain products, equipment or component parts and related services as supplied to Buyer during the Baseline Period as more fully
described on Appendix 1 and excluding all Excluded Products, as well as such other products, equipment, or component parts
and related services or software as the Parties may agree from time to time (each such software, product, equipment and or component
parts or related service being a “Seller Good” and, collectively, the “Seller Goods”) and
the Parties desire that this Supply Agreement and any POs issued, acknowledged and agreed to by Seller pursuant to this Supply
Agreement establish the exclusive terms and conditions as to the transactions for the Seller Goods; and


 


WHEREAS,
Buyer and Seller (having received the approval of the Conflicts Committee (as defined in the Stockholders Agreement)) desire to
amend and restate the Original Agreement in its entirety, on the terms set forth herein.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the Parties hereby agree as follows:


 




    Page 4 


     


    

Article
I



DEFINITIONS


 


Section
1.01        Certain
Defined Terms. The following capitalized terms used in this Supply Agreement shall have the meanings set forth below:


 


“Affiliate”
shall mean, as to any Person, any other Person which, directly or indirectly, Controls, or is Controlled by, or is under common
Control with, such Person; however, for purposes of this Supply Agreement, (i) Baker Hughes and its Subsidiaries shall
not be considered affiliates of GE and (ii) GE and its Subsidiaries (except for the Subsidiaries of Baker Hughes) shall not be
considered affiliates of Baker Hughes.


 


“Baker
Hughes” shall have the meaning set forth in the Recitals.


 


“Baseline
Period” shall mean the 12-month period immediately preceding October 30, 2016.


 


“Business
Day” shall mean a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are
authorized or required by applicable Law to close.


 


“Buyer”
shall have the meaning set forth in the Preamble.


 


“Control”
or “Controlling” shall mean the possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.


 


“Controls
Seller Goods” means the Seller Goods listed in Appendix 1 under the heading “Controls – Baker Hughes Purchases
from GE Divisions”; provided that, upon the effectiveness of the HDGT Supply Agreement, such Seller Goods are not
for HDGTs (as defined in the HDGT Supply Agreement). For the avoidance of doubt, upon the effectiveness of the HDGT Supply Agreement,
the sale by Seller to Buyer or any of its Affiliates of Controls Seller Goods that are for HDGTs are governed exclusively by the
HDGT Supply Agreement.


 


“Excluded
Products” shall mean any (i) GE Digital Services, including the GE entities-hosted Predix platform and related applications
and (ii) any Professional or Consultancy Services.


 


“GE
Digital Services” shall mean those products and services that are the subject of that certain GE Digital Master Products
and Services Agreement, dated as of July 3, 2017, between GE Digital LLC and BHGELLC, as amended on the date hereof (as further
amended, modified or supplemented from time to time in accordance with its terms).


 


“GE
O&G” shall have the meaning set forth in the Recitals.


 




    Page 5 


     


    

“Governmental
Entity” shall mean any United States federal, state or local, or foreign, international or supranational, government,
court or tribunal, or administrative, executive, governmental or regulatory or self-regulatory body, agency or authority thereof.


 


“Group”
shall mean with respect to either Party, such Party (either Buyer or Seller, as applicable), as well as its Affiliates and their
respective shareholders, officers, directors, employees. For the avoidance of doubt, Group shall not include, in connection with
the PO to which the Seller Goods relate, a Party’s customer, joint venture partners, joint interest owners, co-lessees,
consortium members or other partners, or contractors and subcontractors of any tier in connection with such PO. “Buyer Group”
and “Seller Group” shall be construed accordingly. Seller Group does not include any member of Buyer Group and Buyer
Group does not include any member of Seller Group.


 


“HDGT
Supply Agreement” means that certain Supply Agreement, dated as of November 13, 2018, between GE and BHGELLC (as amended,
modified or supplemented from time to time in accordance with its terms).


 


“Initial
Term” shall have the meaning set forth in ‎Section 2.01.


 


“Law”
shall mean any United States federal, state, local or non-United States statute, law, ordinance, regulation, rule, code, order
or other requirement or rule of law, including common law.


 


“Original
Effective Date” shall have the meaning set forth in the Preamble.


 


“Party”
shall mean Seller and Buyer individually, and “Parties” means Seller and Buyer collectively, and, in each case,
the legal entities operating on their behalf and entering into POs hereunder, and further in each case their permitted successors
and assigns.


 


“Person”
shall mean an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, limited liability
company or governmental or other entity.


 


“POs”
shall mean purchase orders issued by Buyer or any of its Affiliates to Seller for the Seller Goods during the Term.


 


“Professional
or Consultancy Services” shall mean any service provided by or to GE or its Affiliates or by or to Baker Hughes or its
Affiliates pursuant to a Long-Term Ancillary Agreement (as defined in the Transaction Agreement) but excluding this Supply Agreement.


 


“Regardless
of Cause or Action” shall mean (to the maximum extent permitted by applicable Law), regardless of: cause, fault, default,
negligence in any form or degree, strict or absolute liability, breach of duty (statutory or otherwise) of any person, including
in each of the foregoing cases of the indemnified person, unseaworthiness of any vessel, or any defect in any premises/vessel;
for all of the above, whether pre-existing or not and whether the damages, liabilities, or claims of any kind result from contract,
warranty, indemnity, tort/extra-contractual or strict liability, quasi contract, Law, or otherwise.


 




    Page 6 


     


    

“Representatives”
shall mean the applicable Party’s respective directors, officers, members, employees, representatives, agents, attorneys,
consultants, contractors, accountants, financial advisors and other advisors.


 


“Seller”
shall have the meaning set forth in the Preamble.


 


“Seller
Goods” shall have the meaning set forth in the Preamble.


 


“Seller’s
Software License” shall mean each applicable license set forth on Appendix 3 hereto.


 


“Seller
Standard Terms” shall mean each applicable Seller’s terms and conditions for sale or license of the Seller Goods
and attached as Appendix 2 (for certain products, equipment or component parts and related services) and Appendix 3
(for certain Seller software, including software as a service (SaaS), embedded software, or software that is installed on
Buyer’s equipment), including geographic variations for each such Seller Standard Terms as currently in use at the time
of execution of the Original Agreement, in each case, with such amendments, modifications and supplements to each such applicable
standard terms as the applicable Seller may adopt from time to time, but solely to the extent such amendments, modifications and
supplements are required by applicable Law or as otherwise agreed to in writing by the Parties.


 


“Site”
shall mean the premises where Seller Goods are used or services are performed, not including Seller’s premises from which
it performs services.


 


“Stockholders
Agreement” shall mean that certain Stockholders Agreement between GE and Baker Hughes dated as of July 3, 2017, as amended
on the date hereof (as further amended, modified or supplemented from time to time in accordance with its terms).


 


“Subsidiary”
shall mean with respect to any Person, another Person, an amount of the voting securities or other voting ownership interests
of which is sufficient, together with any contractual rights, to elect at least a majority of its Board of Directors or other
governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or
indirectly by such first Person.


 


“Supply
Agreement” shall have the meaning set forth in the Preamble.


 


“Supply
and Technology Development Agreement” shall mean that certain Supply and Technology Development Agreement, dated as
of November 13, 2018, by and among GE, acting through its GE Aviation business unit and the legal entities operating on its behalf,
BHGE LLC and GE, on behalf of its GE Power business.


 


“Tax”
shall have the meaning set forth in the Transaction Agreement.


 


“Trigger
Date” shall have the meaning set forth in the Stockholders Agreement.


 




    Page 7 


     


    

Article
II



Term and Termination


 


Section
2.01        Term.
The term of this Supply Agreement shall commence on the Original Effective Date and shall continue for a period of sixty (60)
months (the “Initial Term”); provided that the Initial Term with respect to Controls Seller Goods shall not terminate
prior to the day that is the fourth anniversary of the Trigger Date. Following the Initial Term, this Supply Agreement shall automatically
renew on a yearly basis until the Trigger Date with respect to all Seller Goods other than the Controls Seller Goods (including
the Initial Term, the “Term”). Upon the Trigger Date, the terms of this Supply Agreement shall continue to govern
all POs governed by this Supply Agreement that are entered into between the Parties prior to the Trigger Date.


 


Section
2.02        Seller’s
Obligations on Termination of this Supply Agreement. Unless otherwise specified by Buyer, and to the extent not already provided
for in any PO, upon Seller’s receipt of a notice of termination of this Supply Agreement, Seller shall promptly: (a) stop
work under any POs outstanding as of such notice date as directed in the notice; (b) place no further subcontracts/orders in respect
of any such outstanding POs; (c) terminate, or if requested by Buyer assign, all such outstanding POs; and (d) deliver all completed
work, work in process, designs, drawings, specifications, documentation and materials required or produced expressly for such
terminated POs that have been paid for in full by Buyer.


 


Article
III



Scope


 


Section
3.01        Scope.


 


(a)              
This Supply Agreement shall apply to all POs issued by Buyer or any of its Affiliates
to Seller for the (i) Seller Goods (other than Controls Seller Goods) on or following the Original Effective Date during the Term
and (ii) the Controls Seller Goods following the Original Effective Date to the date that is the fourth anniversary of the Trigger
Date. No pre-printed, click through, click wrap or reverse side terms and conditions included in document(s) of either Party,
other than the Seller Standard Terms, shall be binding or have any legal effect whatsoever on this Supply Agreement and/or any
POs. The terms governing (i) quantities and purchaser orders and (ii) terms and conditions of purchase, in each case, relating
to Controls Seller Goods, shall be contained in Appendix 6. To the extent there is any conflict between the terms of this
Supply Agreement and Appendix 6 with respect to such provisions, the terms of Appendix 6 shall control.


 


(b)              
Upon the effectiveness of the Supply and Technology Development Agreement, Buyer shall
not be entitled to purchase any aero-derivative products, components and services from the GE Aviation business unit of GE pursuant
to this Supply Agreement; such aero-derivative products, components and services shall only be available for purchase through
the Supply and Technology Development Agreement.


 




    Page 8 


     


    

(c)              
Upon the effectiveness of the HDGT Supply Agreement, Buyer shall not be entitled to
purchase any heavy duty gas turbine products, components and services from the GE Power business unit of GE pursuant to this Supply
Agreement; such heavy duty gas turbine products, components and services shall only be available for purchase through the Supply
and Technology Development Agreement.


 


Article
IV



Purchase And Supply of Seller Goods


 


Section
4.01        Purchasing
Commitment.


 


(a)              
During the Term, Buyer or any of its Affiliates acting on its behalf may purchase
from Seller any or all of the Seller Goods.


 


(b)              
The Parties hereby acknowledge that the quantities of Seller Goods (i) are subject
to adjustment at the discretion of Buyer based on its actual volume, customer and business requirements and (ii) shall not, other
than with respect to accepted POs, constitute a commitment or obligation by Buyer or any Affiliate to purchase any minimum percentage
or volume of Seller Goods from Seller or any other entity.


 


Section
4.02        Supplying
Commitment.


 


(a)              
Seller shall sell any or all of the Seller Goods to Buyer or any of its Affiliates
pursuant to any POs accepted by Seller in its discretion in accordance with the terms of this Supply Agreement; provided that,
with respect to the Controls Seller Goods, subject to Appendix 6 hereof, Seller shall be required to accept all POs issued by
Buyer or any of its Affiliates, and to sell to Buyer or any of its Affiliates (as applicable) all Controls Seller Goods ordered
thereunder.


 


(b)              
At all times during the Term, Seller agrees to possess and maintain the necessary
capacity, machinery, personnel and resources to sell to Buyer or any of its Affiliates at least the volume of Seller Goods set
forth in all outstanding POs accepted by Seller in its discretion pursuant to this Supply Agreement.


 


(c)              
Subject to the manufacturing and delivery forecasting provisions of the applicable
PO, Seller shall not discriminate between Buyer, on the one hand, and any other customer of Seller, on the other, in the scheduling
or the provision of any of the Seller Goods, but nothing in this Supply Agreement shall entitle Buyer to any priority over other
customers in such scheduling or provision, unless such is expressly agreed to in writing by Buyer and Seller in the applicable
PO.


 


Article
V



Purchase Orders


 


Section
5.01        Outstanding
POs at Closing. Seller shall fulfil all POs issued by Buyer and accepted by Seller in
writing as of the Original Effective Date with respect to the 


 




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Seller Goods as set forth on
Appendix 5, at the prices specified in such POs and upon the terms already in place; provided that such terms are
in the ordinary course consistent with past practice during the Baseline Period. For any POs accepted on or following the Original
Effective Date , this Supply Agreement will supersede any existing agreements between Buyer on the one hand, and Seller, on the
other hand, for the purchase or license of Seller Goods.


 


Section
5.02        PO
Contents. All purchases or licenses of the Seller Goods under this Supply Agreement shall be subject to the issuance of a
PO by Buyer or any of its Affiliates and the acceptance of such PO by Seller pursuant to the applicable Seller Standard Terms.
POs issued by Buyer or any of its Affiliates pursuant to this Supply Agreement shall contain at a minimum:


 


(a)              
a PO number;


 


(b)              
a Seller Good description or reference and scope of supply;


 


(c)              
the required delivery date or dates or delivery forecast and delivery terms (determined
consistently with the practices of the applicable Seller and Buyer during the Baseline Period with respect to such forecasting)
if different from the terms set forth in the applied Seller Standard Terms;


 


(d)              
the applicable prices as determined in accordance with Section 8.01 of this Supply
Agreement or as otherwise agreed in writing between the Parties;


 


(e)              
the quantities to be released for delivery;


 


(f)               
any applicable technical requirements;


 


(g)              
any clauses required by applicable Law;


 


(h)              
any clauses requested by Buyer, including to comply with its customer terms, that
are different from the Seller Standard Terms, which will be highlighted in the PO in order to ensure that Seller is aware of and
can expressly agree to and comply with such clauses, and, provided that Seller is not required to agree to any such
Buyer requests; and


 


(i)                
a statement on the face of the PO that reads as follows: “The parties agree
that notwithstanding any reference to any other document, this purchase order shall be governed by that certain Supply Agreement
entered into by General Electric Company, a New York corporation and Baker Hughes, a GE company, LLC, a Delaware limited liability
company on July 3, 2017”, or, in the case of POs issued after November 12, 2018, “The parties agree that notwithstanding
any reference to any other document, this purchase order shall be governed by that certain Amended and Restated Supply Agreement
entered into by General Electric Company, a New York corporation and Baker Hughes, a GE company, LLC, a Delaware limited liability
company on November 13, 2018”; provided that the terms of this Supply Agreement shall apply notwithstanding
the absence of such statement on the face of any PO between the Parties during the Term of this Supply Agreement.


 


Section
5.03        Modifications
and Scheduling POs.


 




    Page 10 


     


    

(a)              
All delivery dates, shipping instructions, quantities ordered and other like terms
of a PO may be revised upon the issuance by Buyer to Seller of a change order in writing; provided that any and
all changes set forth in such change orders must first be mutually agreed to by and between Buyer and Seller. If any such change
results in an increase or decrease in the cost or time required for the performance of the work under the PO, there shall be a
mutually agreed equitable adjustment of the PO price and the scheduled delivery date(s). Buyer shall pay for all work that Seller
commenced for which the Seller has incurred costs under the PO prior to any quantities being decreased. Seller shall not be obligated
to proceed with any requested changed or extra work, or other terms, until the price of such change and its effect on the scheduled
delivery date(s) have been agreed upon and effected by a change order.


 


(b)              
Seller agrees to provide a general schedule and confirmation of completion/shipment
date(s) at the time a PO is placed and accepted; provided that none of these schedules or confirmations shall modify
any applicable agreed delivery date(s) set forth in the relevant POs as accepted by Seller. Subject to appropriate safeguards
for the protection of Seller’s proprietary information and upon reasonable advance request, Seller also agrees to allow
Buyer’s staff regular access to its facilities to review the PO status and quality, and to provide a bi-monthly report on
schedule status. In the event that any portion of the Seller Goods falls behind schedule, Seller shall (a) provide a detailed
schedule and verbal updates as needed with regard to the status of the PO completion and (b) allow for on-site expediting by Buyer
or an agent appointed by them.


 


Section
5.04        Acceptance
of POs. All POs, acceptances, change orders and other writings or electronic communications between the Parties, regardless
of whether stated on the face of the PO or not, shall be (i) governed by this Supply Agreement and (ii) shall be deemed a separate
and independent contract between Seller and Buyer from any other PO issued hereunder.


 


Article
VI



Terms & Conditions of Purchase


 


Section
6.01        Terms & Conditions of Purchase.


 


(a)              
Purchases made by Buyer of Seller Goods shall be subject to the following:


 


(i)             
the terms of this Supply Agreement;


 


(ii)            
the applicable Seller Standard Terms; and


 


(iii)           
subject to Section 5.02(h), any additional terms contained in POs issued hereunder
(including, on a PO by PO basis, any modifications to the Seller Standard Terms that the Parties may, from time to time, agree
to in writing following negotiations as may be required to meet the specification and contractual requirements of Buyer or Buyer’s
end customer).


 


(b)              
In the event of a conflict, the following order of precedence will prevail:


 




    Page 11 


     


    

(i)             
the terms of this Supply Agreement, excluding the applicable Seller Standard Terms
and Seller’s Software License;


 


(ii)            
the terms of any POs issued hereunder;


 


(iii)           
Seller’s Software License for the license of Seller’s software;


 


(iv)           
the applicable Seller Standard Terms; and


 


(v)            
drawings, specifications and related documents specifically incorporated by reference
herein or in any PO.


 


Article
VII



Allocation of Liability


 


Section
7.01        Limitation
of Liability. Notwithstanding anything to the contrary contained in this Supply Agreement or the applicable Seller Standard
Terms, the Parties hereby agree that neither the Buyer nor the Seller shall be liable to the other for any loss of profit or revenues,
loss of use of equipment or systems, interruption of business, cost of replacement power, cost of capital, downtime costs, increased
operating cost, or any consequential, indirect, incidental, special or punitive damages Regardless of Cause or Action or claims
of Buyer’s customers for the foregoing types of damages.


 


Article
VIII



Pricing, Payment Terms and Invoicing


 


Section
8.01        Pricing
and Payment Terms.


 


(a)              
Pricing for the Seller Goods set forth on Appendix 1 shall be based on the
methodology set forth thereon. Charges in addition to those determined by the applicable pricing methodology (including charges
in respect of terms pursuant to Section 6.01(a)(iii)) shall be agreed to in writing by Buyer and Seller.


 


(b)              
Pricing for the Seller Goods not set forth on Appendix 1 shall be determined
based on pricing methodologies used by Seller for pricing such Seller Goods during the Baseline Period and in the absence of past
orders on an arms’ length basis.


 


Section
8.02        Invoicing.
Buyer shall pay or settle each invoice from Seller, either directly by wire transfer or through GE’s inter-company settlement
system, no later than 30 days after Buyer’s receipt of Seller’s invoice.


 





 




    Page 12 


     


    




Section
8.03        Taxes.


 


(a)               Pricing
for Seller Goods is exclusive of, and Buyer shall bear and timely pay, any and all sales, use, value-added, transfer and
other similar Taxes (and any related interest and penalties) imposed on, or payable with respect to, any Seller Goods
purchased by Buyer pursuant to this Supply Agreement; provided that (i) to the extent such Taxes are required
to be collected and remitted by Seller, Buyer shall pay such Taxes to such Seller upon receipt of an invoice from such
Seller, and (ii) for the avoidance of doubt, such Pricing shall be inclusive of, and Seller shall bear, any income similar
Taxes imposed on or payable by Seller.


 


(b)              
Cooperation The Parties will take reasonable steps to cooperate to minimize
the imposition of, and the amount of, Taxes described in this ‎Section 8.03.


 


Article
IX



GENERAL PROVISIONS


 


Section
9.01        Authority.
Each Party represents that it has full power and authority to enter into and perform this Supply Agreement. Each Party represents
that those persons signing this Supply Agreement on behalf of such Party are duly authorized Representatives of such Party and
properly empowered to execute this Supply Agreement.


 


Section
9.02        Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and, in the
case of delivery in person or by overnight mail, shall be deemed to have been duly given upon receipt) by delivery in person or
overnight mail to the respective Parties, delivery by facsimile transmission (providing confirmation of transmission) to the respective
Parties or delivery by electronic mail transmission (providing confirmation of transmission) to the respective Parties. Any notice
sent by facsimile transmission or electronic mail transmission shall be deemed to have been given and received at the time of
confirmation of transmission. All notices, requests, claims, demands and other communications hereunder shall be addressed as
follows, or to such other address, facsimile number or email address for a Party as shall be specified in a notice given in accordance
with this ‎Section 9.02.


 





	 	(a)              
    If to Seller:
	 	 
	 	General Electric Company

    33-41 Farnsworth Street

    Boston, Massachusetts 02210










	 	Attention:	James M. Waterbury
	 	Telephone:	(617) 443-3030
	 	Facsimile:	(203) 286-2181
	 	Email:	jim.waterbury@ge.com
	 	 	 


 





	 	(b)              
If to Buyer:
	 	 
	 	Baker Hughes, a GE company,
LLC


17021 Aldine Westfield Road
Houston, Texas 77073






 







    Page 13 


     


    

 



 


	 	Attention:  	William D. Marsh
	 	Telephone:  	(713) 879-1257
	 	Facsimile:	(713) 439-8472
	 	Email:  	will.marsh@bhge.com


 


Section
9.03        Entire
Agreement, Waiver and Modification. This Supply Agreement, the applicable Seller Standard Terms and any POs issued hereunder
are the complete and exclusive statement of the agreement between the Parties relating to the subject matter hereof. No modification,
termination or waiver of any provision hereof shall be binding upon a Party unless made in writing and executed by an authorized
Representative of such Party.


 


Section
9.04        No
Third-Party Beneficiaries. This Supply Agreement is for the sole benefit of the Parties and their permitted successors and
assigns and nothing in this Supply Agreement, express or implied, is intended to or shall confer upon any other Person, including
any union or any employee or former employee of Seller or Buyer, or entity any legal or equitable right, benefit or remedy of
any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Supply Agreement.


 


Section
9.05        Compliance
with Laws and Regulations.


 


(a)              
Each Party hereto shall be responsible for its own compliance with any and all Laws
applicable to its performance under this Supply Agreement. No Party will take any action in violation of any such applicable Law
that would reasonably be likely to result in liability being imposed on the other Party. Seller acknowledges that it has received,
reviewed and agrees to follow the GE Integrity Guide for Suppliers, Contractors and Consultants, and other requirements of GE
Suppliers hyperlinked or attached hereto as Appendix 4. The policies and procedures outlined in Appendix 4 shall
apply to Baker Hughes or GE when it acts as Seller hereunder regardless of whether it has adopted or modified such policies.


 


(b)              
The PO price is based on Seller’s design, manufacture and delivery of the Seller
Goods pursuant to (a) its design criteria, manufacturing processes and procedures and quality assurance program, (b) those portions
of industry specifications, codes and standards in effect as of the date of the PO that are applicable to the Seller Goods, and
(c) United States Federal, State and local laws and rules of Governmental Entities in effect and applicable to the Seller Goods
on the date of the PO.


 


Section
9.06        Governing
Law; Dispute Resolution.


 


(a)              
This Supply Agreement and any disputes (whether for breach of contract, tortious conduct
or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in
accordance with, the laws of the State of New York, including all matters of construction, validity and performance, in each case
without reference to any conflict of law rules that might lead to the application of the laws of any other jurisdiction.


 


(b)              
The parties exclude application of the United Nations Convention on Contracts for
the International Sale of Goods.


 




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(c)              
Any dispute arising out of or in connection with this Supply Agreement or any POs
issued under it between Buyer and Seller should be resolved as rapidly as reasonably possible pursuant to good faith discussion
between the respective project or transaction level employees. If a dispute cannot be resolved between the project or transaction
level employees within four (4) weeks of the dispute arising, the project or transaction level employees should submit the dispute
to the leaders of their respective businesses for resolution. If the business leaders are unable to resolve the dispute promptly,
it should be escalated to the Chief Executive Officer of Baker Hughes and the Chief Executive Officer of the relevant Tier 1 GE
business (or such other equivalent officer as designated by such Tier 1 GE business Chief Executive Officer). If the dispute is
nonetheless unresolved, the dispute resolutions procedures in (d) below shall apply.


 


(d)              
Any dispute arising out of or in connection with this Supply Agreement or an individual
PO that cannot be settled by the negotiation procedure set forth in ‎Section 9.06(c) shall be resolved
in accordance with the dispute resolution provision in Seller Standard Terms.


 


Section
9.07        Confidentiality.
In addition, and not in contravention, to the confidentiality provisions set forth in the Seller Standard Terms and the Transaction
Agreement, the Parties agree as follows:


 


(a)              
In connection with this Supply Agreement, Seller and Buyer (as to information disclosed,
the “Disclosing Party”) may each provide the other Party (as to information received, the “Receiving
Party”) with Confidential Information. “Confidential Information” means (a) all pricing for Seller
Goods, (b) all information that is designated in writing as “confidential” or “proprietary” by the Disclosing
Party at the time of written disclosure, and (c) all information that is orally designated as “confidential” or “proprietary”
by the Disclosing Party at the time of oral disclosure and is confirmed to be “confidential” or “proprietary”
in writing within 10 days after oral disclosure. The obligations of this ‎Section 9.07 shall not apply
as to any portion of the Confidential Information that: (i) is or becomes generally available to the public other than from disclosure
by the Receiving Party, its Representatives or its Affiliates; (ii) is or becomes available to the Receiving Party or its Representatives
or its Affiliates on a non-confidential basis from a source other than the Disclosing Party when the source is not, to the best
of the Receiving Party’s knowledge, subject to a confidentiality obligation to the Disclosing Party with respect to such
information; (iii) is independently developed by Receiving Party, its Representatives or its Affiliates, without reference to
the Confidential Information as evidenced by written documents; or (iv) is approved for disclosure in writing by the Disclosing
Party.


 


(b)              
The Receiving Party agrees, (i) to use the Confidential Information only in connection
with this Supply Agreement and permitted use(s) and maintenance of the Seller Goods, (ii) to take reasonable measures to prevent
disclosure of the Confidential Information, except to its Representatives who have a need to know such information for such Party
to perform its obligations under this Supply Agreement or in connection with the permitted use(s) and maintenance of the Seller
Goods, and (iii) not to disclose the Confidential Information to a competitor of the Disclosing Party. The Receiving Party further
agrees to obtain a commitment from any recipient of Confidential Information to comply with the terms of this ‎Section
9.07 before disclosing the Confidential Information.


 




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(c)              
If the Receiving Party or any of its Affiliates or Representatives is required by
Law, legal process or a Governmental Entity to disclose any Confidential Information, that Party agrees to provide the Disclosing
Party with prompt written notice to permit the Disclosing Party to seek an appropriate protective order or agency decision or
to waive compliance by the Receiving Party with the provisions of this Section 9.07. If, absent the entry of a protective order
or other similar remedy, the Receiving Party is based on the advice of its counsel legally compelled to disclose such Confidential
Information, such Party may furnish only that portion of the Confidential Information that has been legally compelled to be disclosed,
and shall exercise its reasonable efforts in good faith to obtain confidential treatment for any Confidential Information so disclosed.


 


(d)              
Upon written request of the Disclosing Party, the Receiving Party shall promptly at
its option either: (i) return all Confidential Information disclosed to it or (ii) destroy (with such destruction certified in
writing by the Disclosing Party) all Confidential Information, without retaining any copy thereof, except to the extent retention
is necessary for the limited purpose to enable permitted use(s) and maintenance of the Seller Goods. No such termination of this
Supply Agreement or return or destruction of any Confidential Information will affect the confidentiality obligations of the Receiving
Party all of which will continue in effect as provided in this Supply Agreement.


 


(e)              
No Party shall make any press release or similar public announcement with respect
to this Supply Agreement or any of the matters referred to herein.


 


Section
9.08        Counterparts;
Electronic Transmission of Signatures. This Supply Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, and delivered by means of electronic mail transmission or otherwise, each of which when
so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the
same agreement.


 


Section
9.09        Survival.
The provisions of ‎Article VI, ‎Article VII, ‎Article VIII, and Article IX of this Supply Agreement shall survive
its termination.


 


Section
9.10        Assignment.
Neither Buyer nor Seller shall be entitled to assign this Supply Agreement or any PO that incorporates this Supply Agreement to
a third party non-Affiliate without the prior written consent of the other Party. Any assignee of Seller or Buyer shall be bound
by the terms and conditions of this Supply Agreement.


 


Section
9.11        Rules
of Construction. Interpretation of this Supply Agreement shall be governed by the following rules of construction: (a) words
in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other
gender as the context requires; (b) references to the terms Article, Section, paragraph and Appendix are references to the Articles,
Sections, paragraphs and Appendices of this Supply Agreement unless otherwise specified; (c) the terms “hereof”, “herein”,
“hereby”, “hereto”, and derivative or similar words refer to this entire Supply Agreement, including the
Appendices and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including”
and words of similar import when used in this Supply Agreement shall mean “including without limitation,” unless otherwise
specified; (f) the word “or” shall not be exclusive; (g) references to


 




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“written”
or “in writing” include in electronic mail form; (h) provisions shall apply, when appropriate, to successive events
and transactions; (i) the headings contained in this Supply Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Supply Agreement; (j) Seller and Buyer have each participated in the negotiation
and drafting of this Supply Agreement and all appendices and if an ambiguity or question of interpretation should arise, this
Supply Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring
or burdening either Party by virtue of the authorship of any of the provisions in any of this Supply Agreement; (k) a reference
to any Person includes such Person’s successors and permitted assigns; (l) any reference to “days” means calendar
days unless Business Days are expressly specified; and (m) when calculating the period of time before which, within which or following
which any act is to be done or step taken pursuant to this Supply Agreement, the date that is the reference date in calculating
such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the next succeeding
Business Day.


 


Section
9.12       Non-Recourse.
No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney
or Representative of Seller or Buyer shall have any liability for any obligations or liabilities of such Party under this Supply
Agreement of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.


 


Section
9.13        Audit.
Seller shall maintain a complete and correct set of records pertaining to expenses and other reimbursable costs that have been
invoiced to the Buyer pursuant to the provision of Seller Goods under this Supply Agreement and compliance with Law (if Seller
Goods being procured are in support of a United States government end customer or an end customer funded in whole or in part by
the United States government) applicable to Seller’s performance under this Supply Agreement (the “Records”).
Upon the expiration or termination of this Supply Agreement, Buyer shall have the right, for 12-months from such expiration or
termination, upon reasonable prior notice and during normal business hours, at Buyer’s election and expense, to conduct
one reasonable audit of the Records of Seller through an audit conducted by an independent third party auditor. Seller shall take
all reasonable measures to ensure the safety of any auditor who is present on its premises.


 


Section
9.14        Independent
Contractors. The relationship of Seller and Buyer established by this Supply Agreement is that of independent contractors.


 




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IN
WITNESS WHEREOF, the Parties have caused this Supply Agreement to be executed on the date first written above by their respective
duly authorized officers.


 


 






	 	GENERAL ELECTRIC COMPANY
	 	 
	 	 
	 	By: 	/s/ James M. Waterbury 
	 	 	Name:	James M. Waterbury
	 	 	Title:	Vice President



 


 








	 	
        BAKER HUGHES, A GE COMPANY, LLC

        

	 	 
	 	 
	 	By: 	/s/ Lee Whitley
	 	 	Name:	Lee Whitley
	 	 	Title:	Corporate Secretary